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Roopshri Resorts Ltd.

BSE: 542599 Sector: Services
NSE: N.A. ISIN Code: INE03WT01017
BSE 00:00 | 04 Mar Roopshri Resorts Ltd
NSE 05:30 | 01 Jan Roopshri Resorts Ltd
OPEN 23.00
PREVIOUS CLOSE 23.00
VOLUME 252000
52-Week high 23.00
52-Week low 20.30
P/E 1150.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 23.00
CLOSE 23.00
VOLUME 252000
52-Week high 23.00
52-Week low 20.30
P/E 1150.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Roopshri Resorts Ltd. (ROOPSHRIRESORTS) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Thirty-first Annual Report on theBusiness and Operations of the Company and the Accounts for the Financial Year ended 31stMarch 2021 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31 2021and the previous financial year ended March 31 2020 is given below:

(Rs in lakhs)

Particulars 31-Mar-21 31-Mar-20
Total Income 48.56 31.96
Less: Expenditure 47.30 .30.24
Profit before Depreciation (0.31) 0.96
Less: Depreciation 1.57 0.75
Profit before Tax 1.26 1.71
Provision for Taxation 0.36 0.64
Profit after Tax 0.91 1.06
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic 0.02 0.02
(2) Diluted 0.02 0.02

2. review of operations

The Total Income of the Company stood at Rs. 48.56 lakhs for the year ended March 312021 as against Rs. 31.96 lakhs in the previous year. The Company made a net profit (aftertax) of Rs. 0.91 lakhs for the year ended March 31 2021 as compared to the net profit ofRs. 1.06 lakhs in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations 2015 a Cash FlowStatement forms part of Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT. 2013

The Board has decided not to transfer any amount to the Reserves for the year underreview.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking intoconsideration of growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2021.

6. SHARK CAPITAL

The authorized share capital of the company is Rs. 50000000/- divided into 5000000equity shares of Rs. 10/- The Paid up capital of the Company is Rs. 48100200/- dividedinto 4810020 Equity shares of Rs. 10/-

7. MANAGEMENT'S DISCUSSION AM) ANALYSIS REPORT;

Management's Discussion and Analysis Report for the year under review in terms of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "Listing Regulations") and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (the "Amended ListingRegulations") is presented in a separate section forming part of the Annual Report.

8. CHANCE IN NATURE OK BUSINESS IF ANY

There has been no change in nature of business of the Company during the FY underreview-.

9. DISCLOSE RES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(l)as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.

10. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint venture or an Associate Company.

11. MATERIAL CHANCES AND COMMITMENTS

There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the FY and the date of thisReport.

12. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31St March 2021 is available on thewebsite of the Company at https ://www.roopshri resorts co. in/Investor.html

13. CH ANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31 2021.

Utilization of IPO Proceeds:

The Company has issued and allotted 1800000 equity shares of Rs. 10/- each at a priceof Rs. 20/- per share through an Initial Public Offer aggregating to Rs. 360.00 Lakhs. TheNet Issue Proceeds after excluding Issue Expenses is Rs. 335.00 Lakhs. The details ofutilization of Net IPO Proceeds are mentioned below:

(Rs in Lacs)

Particulars As per Prospectus Actual Utilization (As on March 31 2021) Pending for Utilization (As on March 31 2020)
1. Repayment of Loans 150.00 150.00 -
2. Repairs and Restoration of Hotel Alexander and Matheran 169.05 28.90 140.15
3. General Corporate Expenses 15.95 15.95 -
Total 335.00 194.85 140.15

 

* Note - The above IPO Utilization proceeds details are as nit 31st March 2021.

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice all Directors (including Independent Directors) inducted to the Board gothrough a structured orientation programme. Presentations are made by Senior Managementgiving an overview of the operations to familiarise the new Directors with the Company'sbusiness operations. The new Directors are given an orientation on the products of thebusiness group structure and subsidiaries Board constitution and procedures mattersreserved for the Board and the major risks and risk management strategy of the Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review there was following change in Directors;

Date Name of Director Changes
1. April 29 2021 Mrs. Pushpaben Kothari* Resigned as Non-Executive Non-Independent
2. April 29 2021 Mrs. Sonakshi Varma* Appointed as Additional Director (Non-Executive NonIndependent)

The Board of Director appreciates for the assistance and guidance provided by Mrs.Pushpaben Kothari (06556945) during her tenure as director of Company.

*Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Mrs. Sonakshi Varma. wasappointed as Non-Executive NonIndependent Director.

ii. Committees of Board of Directors

Date Committee Director Name
Mrs. Tejal Vala (Chairman)
1. April 29 2021 Audit Committee* Mrs. Sonakshi Varma (Member)
Mr. Niken Shah (Member)
Mr. Niken Shah (Chairman)
2. April 292021 Nomination and Remuneration Committee* Mrs. Sonakshi Varma (Member)
Mrs. Tejal Vala (Member)
Mrs. Sonakshi Varma (Chairman)
3. April 29 2021 Stakeholder Relationship Committee* Mr. Shreyas Shah (Member)
Mr. Niken Shalt (Member)

*Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Mrs. Sonakshi Varma wasappointed as Non-Executive NonIndependent Director and committees were re-constituted.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shreyas Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment.

The brief resume of Mr. Shreyas Shah the nature of his expertise in specificfunctional areas names of the companies in which she has held directorships hisshareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iv. Independent Directors

Our Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Companies Act 2013 and Regulations 16(l)(b) & 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on March 23 2021 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

16. BOARD MEETINGS:

The Company held Four meetings of its Board of Directors during the year on July 312020; September 02 2020; November 13 2020; February 02 2021.

Mr. Shreyas Shah and Mrs. Sonakshi Varma are related to each other.

17. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee as per Section 177 of Companies Act 2013 continued working underChairmanship of Mrs. Tejal Vala. During the year the committee met four times with fullattendance of all the members. The composition of the Audit Committee as at March 31 2021and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Position in the committee Attendance on 31.07.2020 the Audit 02.09.2020 Committee 13.11.2020 Mettings held 02.02.2021
Mrs. Tejal Vala Independent Director Chairman Yes Yes Yes Yes
Mrs. Pushpa Kothari* Non- Executive Director Member Yes Yes Yes Yes
Mr. Nikcn Shah Independent Director Member Yes Yes Yes Yes
Mrs. Sonakshi Varma* Non-Executive NonIndependent Director Member - - - -

Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Audit Committee was re-constitutedand Mrs. Sonakshi Varma was admitted as member of Audit Committee

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013. Some of the important functionsperformed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company's financial reporting process and financial informationsubmitted to the Stock Exchanges regulatory authorities or the public.

• Reviewing with the Management the Half Yearly Unaudited Financial Statementsand the Auditor's Limited Review Report thereon / Audited Annual Financial Statements andAuditors' Report thereon before submission to the Board for approval. This would interalia include reviewing changes in the accounting policies and reasons for the same majoraccounting estimates based on exercise of judgement by the Management significantadjustments made in the Financial Statements and / or recommendation if any made by theStatutory Auditors in this regal'd.

• Review the Management Discussion & Analysis of financial and operationalperformance.

• Discuss with the Statutory Auditors its judgement about the quality andappropriateness of the Company's accounting principles with reference to the AccountingStandard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

The Auditors Internal Auditors Chief Financial Officer are invited to attend themeetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as per Section 178(1) of Companies Act2013 continued working under Chairmanship of Mr. Niken Shah. During the year thecommittee met one times with full attendance of all the members. The composition of theNomination and Remuneration Committee as at March 31 2021 and details of the Membersparticipation at the Meetings of the Committee are as under

Name of Director Category Position in the committee Attendance at the Remuneration Committee held on 31.07.2021
Mr. Niken Shah Independent Director Chairman Yes
Mrs. Pushpa Kothari* Non-Executive Director Member Yes
Mrs. Tejal Vala Independent Director Member Yes
Mrs. Sonakshi Varma* Non-Executive Non-Independent Director Member -

Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Nomination and RemunerationCommittee was re-constituted and Mrs. Sonakshi Varma was admitted as member ofNomination and Remuneration Committee

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act

2013. Some of the important functions performed by the Committee are:

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.

(c) Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee as per Section 178 (5) of Companies Act 2013continued working under Chairmanship of Mrs. Pushpa Kothari. During the year thecommittee met one times with full attendance of all the members. The composition of tireStakeholders Relationship Committee as at March 31 2021 and details of the Membersparticipation at the Meetings of the Committee are as under:

Name of Director Category Position in the committee Attendance at the Stakeholders' Relationship Committee held on 31.07.2021
Mrs. Pushpa Kothari* Non-Executive Chairperson Yes
Mr. Shreyas Shah Executive Director Member Yes
Mr. Niken Shah Independent Director Member Yes
Mrs. Sonakshi Varma* Non-Executive Non-Independent Director Member -

Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Stakeholders RelationshipCommittee was re-constituted and Mrs. Sonakshi Varma was admitted as chairperson ofStakeholders Relationship Committee

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013. Some of the important functionsperformed by the Committee are:

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock OptionSeheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares debenture

During the year no complaints were received from shareholders. There are no balancecomplaints. The Company had no share transfers pending as on March 312021.

Ms. Dhruvi Parekh Company Secretary of the Company is the Compliance Officer.

18. BOARD EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself itsCommittees and individual Directors. The entire Board carried out performance evaluationof each Independent Director excluding the Independent Director being evaluated. TheNomination Remuneration Committee also carried out evaluation of every director'sperformance.

The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance ofNon-Independent Directors Chairman of the Board and the Board as a whole.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135of the Act and rules framed there under. Therefore the provisions of Corporate SocialResponsibility are not applicable to the Company.

20. MA TERIAL CHANGES AM) COMMITMENTS BETWEEN THE EM) OK THE FINANCIAL YEAR AM) DATE OFREPORT

i. Chanue in Directors

Sr. No. Date Name of Director Changes
1. April 29 2021 Mrs. Pushpaben Kothari* Resigned as Non-Executive Non-Independent
2 April 29 2021 Mrs. Sonakshi Varma* Appointed as Additional Director (Non-Executive NonIndependent)
3. May 032021 Ms. Himani Bhootra* Resigned as Company Secretary & Compliance Officer
4. May 04. 2021 Ms. Dhruvi Parekh* Appointed as Company Secretarv & Compliance Officer

The Board of Director appreciates for the assistance and guidance provided by Mrs.Pushpaben Kothari (06556945) during her tenure as director of Company.

*Mrs. Pushpa Kothari Resigned on 29.04.2021. Thereon Mrs. Sonakshi Varma wasappointed as Non-Executive Non- Independent Director.

*Ms. Himani Bhootra resigned as Company Secretary & Compliance Officer on May 032021 (after business hours). Thereon Ms. Dhruvi Parekh was appointed as Company Secretary& Compliance Officer on May 04 2021.

ii. Committees of Board of Directors

Date Committee Director Name
Mrs. Tejal Vala (Chairman)
1. April 292021 Audit Committee* Mrs. Sonakshi Varma (Member)
Mr. Niken Shah (Member)
Mr. Niken Shah (Chairman)
2 April 292021 Nomination and Remuneration Committee* Mrs. Sonakshi Varma (Member)
Mrs. Tejal Vala (Member)
Mrs. Sonakshi Varma (Chairman)
3. April 29 2021 Stakeholder Relationship Committee* Mr. Shrcyas Shah (Member)
Mr. Niken Shah (Member)

*Mrs. Pushpa Kuthari Resigned on 29.04.2021. Thereon Mrs. Sonakshi Varma wasappointed as Non-Executive NonIndependent Director and committees were re-constituted.

21. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annualratification of the appointment of auditor the requirement to place the matter relatingto appointment of Auditors for ratification by members at every Annual General Meeting isdone away with and no resolution has been proposed for the same.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed JNG & C.O. a firm of Company Secretaries in Practice (CP No. 8108) toundertake the Secretarial Audit of the Company for the F.Y. 2020-21 . The SecretarialAudit Report for F.Y. 2020-21 is annexed herewith as "Annexure II".

iii. Cost Auditor:

Your Company is principally engaged into providing hotel and accommodation services.Therefore Section 148 of the Companies Act 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of section 138 of the Act read with the Companies (Accounts) Rules2014 has reappointed M/s Gaurav Shiv Sc. Co Chartered Accountants Delhi(FRN No. 032322N) as the Internal Auditors of your Company for the financial year2021-2022 . The Internal Auditor conducts the internal audit of the functions andoperations of the Company and reports to the Audit Committee and Board from me to me.

22. AUDITOR'S REPORT:

The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure which forms part of this report.

23. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.roopshriresoits.co.in.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under theBoard has appointed M/s Gaurav Shiv & Co Chartered Accountant as an InternalAuditors of the Company to check the internal controls and functioning of the

activities and recommend ways of improvement. The Internal Financial Controls withreference to financial statements as designed and implemented by the Company are adequate.The Internal Audit is carried out quarterly basis; the report is placed in the AuditCommittee Meeting and the Board Meeting for their consideration and direction.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Roopshri Resorts Limited is listed on the SME Platform of the BSE Limited. It has paidthe Annual Listing Fees for the year 2021-22 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-l& SS-2 on Meetings of the Board of Directors and General Meetings respectively.

28. POLICIES AND DISCLOSE RE REQUIREMENTS:

In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies which are available on its website httn://www.roooshriresorts.co.in/

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

i. Conservation of Energy

a) The steps taken or impart on conservation of energy The Operations of theCompany are not energy intensive. However adequate measures have been initiated forconservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy -Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment No Capital Investmentyet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology requiredfor Business is absorbed.

b) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof

iii. The expenditure incurred on Research and Development Not Applicable.

30. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.

31. PARTICULARS OK LOANS. INVESTMENTS AND GUARANTEES;

Particulars of loans given investments made guarantees given and securities providedarc provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Thus Disclosure in form AOC-2 is not required. Further during the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. All related party transactions are placedbefore the Audit Committee and Board for approval. The details of the related partytransactions as required under Accounting Standard (AS) 18 are set out in Note to thefinancial statements forming part of this Annual Report.

33. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended the Company has formulatedand adopted the revised "Code of Conduct for Prevention of Insider Trading"("the Insider Trading Code"). The object of the Insider Trading Code is to setframework rules and procedures which all concerned persons should follow while tradingin listed or proposed to be listed securities of the Company. During the year the Companyhas also adopted the Code of Practice and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information ("‘the Code") in line with the SEBI(Prohibition of Insider Trading) Amendment Regulations 2018. The Code is available on theCompany's website www.roopshriresorts.co.in.

34. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during theyear under review.

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during theFY were in the ordinary course of business and on an arm's length pricing basis and do notattract the provisions of Section 188 of the Act. There were no materially significanttransactions with the related parties during the FY which were in conflict with theinterest of the Company.

36. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of SexualHarassment of Women at Work place (Prevention Prohibition & Redressal) Act 2013 readwith Rules there under the Company has not received any complaint of sexual harassmentduring the year under review.

39. HUMAN RESOURCES;

Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SMEPlatform of BSE the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable to the Company.

41. DIRECTORS1 RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They' have laid down internal financial controls to be followed by the Company andsuch internal financial controls arc adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-21.

42. CAUTIONARY STATKMENTS:

Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany's objectives projections estimates and expectations may constitute ‘forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors
Hotel Alexander FOR ROOPSHRI RESORTS LIMITED
S.No.246Plot No.99
Matheran Karjat Raigarh
MH 410102 IN. Cd/_
Tel: 02148-230069 Shreyas Shah
CIN: L45200MH1990PLC054953 (Executive Director)
Website: www.roopshnresorts.co.in DiN- 01835575
Email: info@roopshriresorts.co.in Mumbai Friday August 27 2021

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